Trend Report: Recent developments in Dutch loyalty share schemes
What does the future hold for loyalty share schemes in Dutch corporate governance?

In its recent Mediaset ruling, the Amsterdam Court of Appeal rendered an unprecedented judgment in which the implementation Dutch loyalty share scheme was successfully challenged. How will this impact the future of loyalty share schemes in the Netherlands?
Over the past few years, the Netherlands has seen a growing use of share loyalty schemes, incentivizing long-term shareholdership through additional dividend or voting rights. Ever since the DSM ruling in 2007, such schemes are generally assumed to be allowed under Dutch law provided that, in theory at least, all shareholders could access such scheme. The Mediaset case marks the first time a Dutch share loyalty scheme was successfully challenged in court. While this ruling does not prevent or prohibit the implementation of share loyalty schemes in Dutch companies, we expect that the rational of such schemes will be exposed to higher levels of (court) scrutiny in the future. If carefully structured, however, this should not have a significant impact on the use of share loyalty schemes in the Netherlands. As such, we expect that Dutch market practice will develop in such a way that Dutch companies seeking to implement a loyalty share scheme will more explicitly set out the rationale for implementing that scheme and how this scheme supports the interest of the company.
Want to learn more? A trend report in which we share our thoughts on how this development may impact share loyalty structures in the Netherlands, is freely available below.
Bastiaan Cornelisse
Partner Civil law notaryBastiaan Cornelisse, civil law notary, is co-Chairman of the Corporate practice group. He specialises in providing Dutch corporate law advice to national and international clients.
T: +31 10 224 62 84 E: bastiaan.cornelisse@loyensloeff.comMijke Sinninghe Damsté
Partner Attorney at lawMijke Sinninghe Damsté, attorney at law, is a member of the Litigation & Risk Management practice group.
T: +31 20 578 56 66 M: +31 610 89 46 93 E: mijke.sinninghe.damste@loyensloeff.comMichel van Agt
Partner Senior Deputy Civil Law NotaryMichel van Agt, partner, is a member of the Corporate practice group in our Amsterdam office. He is also a member of the Capital Markets team.
T: +31 20 578 52 61 M: +31 6 10 89 85 88 E: michel.van.agt@loyensloeff.comBastiaan Kemp
Senior associate Attorney at lawBastiaan Kemp, attorney at law, is a member of the Litigation & Risk Management practice group in our Amsterdam office. He focuses on corporate law, including corporate governance and corporate litigation.
T: +31 20 578 50 46 M: +31 613 85 43 31 E: bastiaan.kemp@loyensloeff.comPhilippe Hezer
Associate Attorney at lawPhilippe Hezer, attorney at law, is a member of the Litigation & Risk Management practice group. He specialises in corporate law, including corporate litigation, corporate governance and securities law.
T: +31 20 578 59 26 M: +31 623 40 48 03 E: philippe.hezer@loyensloeff.com